- Spider-Man (Peter Parker) (Main story and flashback)
Spider-Man fights Whirlwind but he is defeated. Norman calls Octavius up while the latter is attempting to take notes from the fight. The former then precedes to berate him, as Spider-Man still has yet to be captured, and threatens to cut off the funding for his project. Unable to come up with anything else, Otto says he has a fail-safe plan-he'd go out and capture Spidey himself. Norman laughs at the idea, due to Octavius being a disabled shut-in, and gives him until sundown to catch Spider-Man. A bit later, he yanks Spider-Man off of a roller-coaster, much to the web-slinger's surprise, and introduces himself as "Doctor". In the ensuing fight, Spidey dubs him "Doctor Octopus"(much to his annoyance), and he makes references to Norman, but leaves his boss unnamed (much to Spidey's annoyance). During said fight, they wind up in a hall of mirrors, in which he finally knocks the webhead out. After arriving back at the lab, Otto calls Norman, showing his success. Their talk ends when Octavius hangs up on Osborn, deciding he's going to call the shots on what to do with Spider-Man, and when to do it. Inevitably, Spider-Man wakes up to having a blade whirring in his face. Using the blade, Spidey frees himself, and their rematch begins. In it, it's revealed Otto has been wearing an ear piece that allows Norman to continue talking to him, despite having gotten hung up on earlier, resulting in the former demanding that the latter "get out of my head! Stop tormenting me!". Spider-Man responds by telling Octavius to tell "him" to show himself. During the scuffle, Spider-Man attempts to contact Fury, as opposed to actually beating Otto first. He resorts to webbing the latter's "lung part" of his suit, causing him to collapse and gasp for air. This doesn't stop the doctor completely, though, as he resumes his attack on Spider-Man after Nick Fury has been contacted, and Norman has started the destruction of the place. When the place floods, Otto is unable to get himself to safety, and simply drifts further underwater. Spidey winds up saving him, but nearly drowns as a result. Back at S.H.I.E.L.D., it's revealed that the lab was too damaged for anything to be learned, and there was no trace of Otto when they arrived. However, they do have part of one of his tentacles, which Spider-Man had apparently holding onto "like" his life depended on it".
- The scene where Peter goes around his house in a shirt and boxers is a reference to the film Risky Business.